Filed by Physicians Realty Trust
Pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to 14a-12 under the
Securities Exchange Act of 1934
Subject Company: Physicians Realty Trust
Commission File No.: 001-36007
This filing relates to the proposed merger involving Physicians Realty
Trust (the “Trust”), its operating partnership Physicians Realty L.P. (the “Partnership”), Healthpeak Properties,
Inc. (“Healthpeak”), Alpine Sub, LLC, a wholly owned subsidiary of Healthpeak (“Alpine Sub”), and Alpine OP Sub,
LLC, a wholly owned subsidiary of Healthpeak OP, LLC (“Alpine OP Sub”) pursuant to the terms of that certain Agreement and
Plan of Merger, dated as of October 29, 2023, by and among the Trust, the Partnership, Healthpeak, Alpine Sub and Alpine OP Sub.
The following communication was made available on LinkedIn on October
30, 2023 by the Trust:
* * * * *
FORWARD-LOOKING STATEMENTS
This communication may include “forward-looking
statements,” including but not limited to those regarding the proposed transactions between Physicians Realty Trust and Healthpeak
within the meaning of the Private Securities Litigation Reform Act. All statements other than statements of historical fact are “forward-looking
statements” for purposes of federal and state securities laws. These forward-looking statements, which are based on current expectations,
estimates and projections about the industry and markets in which Healthpeak and Physicians Realty Trust operate and beliefs of and assumptions
made by Healthpeak management and Physicians Realty Trust management, involve uncertainties that could significantly affect the financial
or operating results of Healthpeak, Physicians Realty Trust or the combined company. Words such as “expects,” “anticipates,”
“intends,” “plans,” “believes,” “seeks,” “estimates,” “predicts,”
“projects,” “forecasts,” “will,” “may,” “potential,” “can,” “could,”
“should,” “pro forma,” and variations of such words and similar expressions are intended to identify such forward-looking
statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed transactions
involving Healthpeak and Physicians Realty Trust, including future financial and operating results, plans, objectives, expectations and
intentions. All statements that address operating performance, events or developments that Healthpeak and Physicians Realty Trust expects
or anticipates will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed
transactions to clients, tenants, employees, shareholders and other constituents of the combined company, integrating the companies, cost
savings and the expected timetable for completing the proposed transactions — are forward-looking statements. These statements are
not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although
Healthpeak and Physicians Realty Trust believe the expectations reflected in any forward-looking statements are based on reasonable assumptions,
Healthpeak and Physicians Realty Trust can give no assurance that its expectations will be attained and, therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking
statements could be affected by factors including, without limitation, risks associated with the ability to consummate the proposed merger
and the timing of the closing of the proposed merger; securing the necessary shareholder approvals and satisfaction of other closing conditions
to consummate the proposed merger; the occurrence of any event, change or other circumstance that could give rise to the termination of
the merger agreement relating to the proposed transactions; the ability to secure favorable interest rates on any borrowings incurred
in connection with the proposed transactions; the impact of indebtedness incurred in connection with the proposed transactions; the ability
to successfully integrate portfolios, business operations, including properties, tenants, property managers and employees; the ability
to realize anticipated benefits and synergies of the proposed transactions as rapidly or to the extent anticipated by financial analysts
or investors; potential liability for a failure to meet regulatory or tax-related requirements, including the maintenance of REIT status;
material changes in the dividend rates on securities or the ability to pay dividends on common shares or other securities; potential changes
to tax legislation; changes in demand for developed properties; adverse changes in the financial condition of joint venture partner(s) or
major tenants; risks associated with the acquisition, development, expansion, leasing and management of properties; risks associated with
the geographic concentration of Healthpeak or Physicians Realty Trust; risks associated with the industry concentration of tenants; the
potential impact of the announcement of the proposed transactions or consummation of the proposed transactions on business relationships,
including with clients, tenants, property managers, customers, employees and competitors; risks related to diverting the attention of
Healthpeak’s and Physicians Realty Trust’s management from ongoing business operations; unfavorable outcomes of any legal
proceedings that have been or may be instituted against Healthpeak or Physicians Realty Trust; costs related to uninsured losses, condemnation,
or environmental issues, including risks of natural disasters; the ability to retain key personnel; costs, fees, expenses and charges
related to the proposed transactions and the actual terms of the financings that may be obtained in connection with the proposed transactions;
changes in local, national and international financial markets, insurance rates and interest rates; general adverse economic and local
real estate conditions; risks related to the market value of shares of Healthpeak common stock to be issued in the transaction; the inability
of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business; foreign
currency exchange rates; increases in operating costs and real estate taxes; changes in dividend policy or ability to pay dividends for
Healthpeak or Physicians Realty Trust common shares; impairment charges; unanticipated changes in Healthpeak’s or Physicians Realty
Trust’s intention or ability to prepay certain debt prior to maturity and/or hold certain securities until maturity; pandemics or
other health crises, such as coronavirus (COVID-19); and those additional risks and factors discussed in reports filed with the Securities
and Exchange Commission (SEC) by Healthpeak and Physicians Realty Trust. Moreover, other risks and uncertainties of which Healthpeak or
Physicians Realty Trust are not currently aware may also affect each of the companies’ forward-looking statements and may cause
actual results and the timing of events to differ materially from those anticipated. The forward-looking statements made in this communication
are made only as of the date hereof or as of the dates indicated in the forward-looking statements, even if they are subsequently made
available by Healthpeak or Physicians Realty Trust on their respective websites or otherwise. Neither Healthpeak nor Physicians Realty
Trust undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future
events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, Healthpeak and Physicians
Realty Trust will file with the SEC a registration statement on Form S-4 containing a joint proxy statement/prospectus and other
documents regarding the proposed transaction. The joint proxy statement/prospectus will contain important information about the proposed
transaction and related matters.
SHAREHOLDERS ARE URGED AND ADVISED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY IF AND WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HEALTHPEAK, PHYSICIANS REALTY TRUST AND THE PROPOSED TRANSACTION.
Investors and security holders of Healthpeak and Physicians Realty
Trust will be able to obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents
filed by Healthpeak and Physicians Realty Trust with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents
filed by Healthpeak with the SEC are also available on Healthpeak’s website at www.healthpeak.com, and copies of the documents filed
by Physicians Realty Trust with the SEC are available on Physicians Realty Trust’s website at www.docreit.com.
PARTICIPANTS IN THE SOLICITATION
Healthpeak, Physicians Realty Trust and their respective directors,
trustees and executive officers may be deemed to be participants in the solicitation of proxies from Healthpeak’s and Physicians
Realty Trust’s shareholders in respect of the proposed transaction. Information regarding Healthpeak’s directors and executive
officers can be found in Healthpeak’s definitive proxy statement filed with the SEC on March 17, 2023. Information regarding
Physicians Realty Trust’s trustees and executive officers can be found in Physicians Realty Trust’s definitive proxy statement
filed with the SEC on March 23, 2023.
Additional information regarding the interests of such potential participants
will be included in the joint proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed
transaction if and when they become available. These documents are available on the SEC’s website and from Healthpeak and Physicians
Realty Trust, as applicable, using the sources indicated above.
NO OFFER OR SOLICITATION
This communication is for informational purposes only and is neither
an offer to purchase, nor a solicitation of an offer to sell, any securities or the solicitation of any vote in any jurisdiction pursuant
to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
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